UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED APRIL 29, 2000
Commission File No. 1-9656
LA-Z-BOY INCORPORATED
1284 N. Telegraph Road, Monroe, MI 48162
(734) 241-4414
Incorporated in Michigan I.R.S. Employer Identification Number 38-0751137
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Exchanges on Which Registered
- ----------------------------- -----------------------------
Common Stock, $1.00 Par Value New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No __
Indicate by check mark if the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
Based on the closing price of June 23, 2000, the aggregate market value of
common stock held by nonaffiliates of the Registrant was $924 million.
The number of common shares outstanding of the Registrant was 61,077,211 as of
June 23, 2000.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Portions of the Registrant's 2000 Annual Report to Shareholders for the
year ended April 29, 2000 are incorporated by reference into Parts I and
II.
(2) Portions of the Registrant's Proxy Statement filed with the Securities and
Exchange Commission on June 30, 2000 are incorporated by reference into
Part III.
1
FORM 10-K ANNUAL REPORT - 2000
LA-Z-BOY INCORPORATED
TABLE OF CONTENTS
Page
Number(s)
Cautionary Statement Concerning Forward-Looking Statements........... 4
PART I
Item 1. Business.............................................. 4-8
Item 2. Properties............................................ 8
Item 3. Legal Proceedings..................................... 8
Item 4. Submission of Matters to a Vote of Security Holders... 8
Executive Officers of the Registrant........................... 9
PART II
Item 5. Market Price for Registrant's Common Equity and
Related Stockholder Matters.......................... 9
Item 6. Selected Financial Data............................... 9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.................. 10
Item 7a. Quantitative and Qualitative Disclosures about
Market Risk......................................... 10
Item 8. Financial Statements and Supplementary Data........... 10
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures.............. 10
PART III
Item 10. Directors and Executive Officers of the Registrant... 10
Item 11. Executive Compensation............................... 10
Item 12. Security Ownership of Certain Beneficial Owners
and Management..................................... 11
Item 13. Certain Relationships and Related Transactions....... 11
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K................................ 11-14
2
TABLE OF CONTENTS CONTINUED
Financial Statement Schedule Documents............................... 15-16
Report of Independent Accountants.............................. 15
Schedule II Valuation and Qualifying Accounts.................. 16
Signatures........................................................... 17-18
Exhibit Index........................................................ 19-21
Exhibit (13) Portions of the 2000 Annual Report to Shareholders...... 22-41
Report of Management Responsibilities.......................... 22
Report of Independent Accountants.............................. 22
Consolidated Balance Sheet..................................... 23-24
Consolidated Statement of Income............................... 25
Consolidated Statement of Cash Flows........................... 26
Consolidated Statement of Changes in
Shareholders' Equity........................................... 27
Notes to Consolidated Financial Statements..................... 28-34
Management's Discussion and Analysis........................... 35-38
Consolidated Six-Year Summary of Selected
Financial Data................................................. 39
Unaudited Quarterly Financial Information...................... 40
Dividend and Market Information................................ 41
Exhibit (21) List of Subsidiaries.................................... 42-43
Exhibit (23) Consent of Independent Accountants...................... 44
3
Cautionary Statement Concerning Forward-Looking Statements
We are making forward-looking statements in Parts I and II of this document and
documents incorporated by reference in those Parts that are subject to risks and
uncertainties. Generally, forward-looking statements include information
concerning possible or assumed future actions, events or results of operations.
More specifically, forward-looking statements include the information in this
document regarding:
future income and margins future economic performance
growth industry trends
adequacy and cost of financial resources management plans
Forward-looking statements also include those preceded or followed by the words
"anticipates," "believes," "estimates," "hopes," "plans," "intends" and
"expects" or similar expressions. With respect to all forward-looking
statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
The reader should understand that economic and industry conditions, competitive
factors, operating factors and factors relating to recent acquisitions, as well
as other important factors, could affect our future results and could
cause those results or other outcomes to differ materially from those expressed
or implied in our forward-looking statements.
PART I
ITEM 1. BUSINESS.
The successor to a business founded over 70 years ago, La-Z-Boy is one of the
three largest residential furniture manufacturers in the United States. Within
the last fiscal year, we acquired three other furniture manufacturers; Bauhaus
USA, Inc., Alexvale Furniture, Inc. and LADD Furniture, Inc. These acquisitions,
all of which were accounted for as purchases, increased our sales and the number
of our employees by about 50 percent on an annualized basis. You can find more
information about these acquisitions in Note 2 to our consolidated financial
statements (pages 28 and 29) and the "Management's Discussion and Analysis"
section (pages 35 through 38), both of which are included in Exhibit (13) to
this report and are incorporated in this item by reference.
Principal Products and Industry Segments
"Residential" dealers are those who resell to individuals for their home use
including upholstered furniture as well as casegoods. Our largest segment is the
Residential upholstery segment which includes sofas, sleepers, recliners and
modular units. Our second largest segment is Residential casegoods which
includes primarily wood products such as dining room and living room tables,
bedroom and youth furniture. "Contract" dealers are those who resell seating and
casegood products to commercial users. With the addition of American of
Martinsville operating division (a division of LADD), we greatly increased our
business in the Contract segment such that the
4
Contract segment was separately disclosed in 2000. Additional detailed
information regarding products and segments can be found in Note 13 to our
consolidated financial statements (pages 33 and 34) and our "Management's
Discussion and Analysis" section (pages 35 and 36), both of which are included
in Exhibit (13) and are incorporated in this item by reference.
Raw Materials
The principal raw materials we use in the manufacture of our products are:
- leather, cotton, wool, synthetic and vinyl fabrics for covers
- hardwoods for solid wood dining room and bedroom furniture,
occasional tables, business furniture and the frame components of
seating units
- plywood and chipwood for internal parts
- veneers for wall units, occasional tables and casegoods
- water-based and liquid finishes (stains, sealant, lacquers) for
external wood
- steel for motion mechanisms
- polyester batting and non-chlorofluorocarbonated polyurethane foam
for cushioning and padding.
We generally purchase hardwoods, steel and padding parts from a number of
sources, usually in the vicinity of the particular plant. We purchase
product-covering fabrics, plywood and polyurethane from a lesser number of
sources on a mostly centralized basis.
Raw material costs historically have been about 38 percent of sales in the
Residential upholstery segment, a somewhat higher percentage in Residential
casegoods and about 42 percent in our Contract segment. Price increases for raw
materials have been slightly lower than the inflation rate in recent years and
we expect them to continue at this rate.
Purchased cover (which includes leather) is our largest single upholstery raw
material cost representing about 41 percent of total upholstery raw material
costs.
Polyurethane (poly) is our next largest type of upholstery raw material cost.
Poly is sensitive to changes in the price of oil.
Hardwood lumber is our largest single casegoods raw material cost representing
over 60 percent of total casegoods raw material costs. Hardwood lumber
historically has had measurable changes in prices over the short term. Hardwood
lumber costs have not changed much recently.
Contract raw materials are similar to Residential casegoods and Residential
upholstery materials but typically include additional types of purchased parts
such as bases and swivels. These parts are available from a number of suppliers.
Seasonal Business
We generally experience our lowest level of sales during our first quarter. When
possible, we schedule production to maintain generally uniform manufacturing
activity throughout the year, except for mid-summer plant shutdowns, to coincide
with slower sales.
5
Practices Regarding Working Capital Items
We do not carry significant amounts of upholstered finished goods in inventory.
We build casegoods to inventory in order to provide for quicker delivery
requirements of customers, which results in higher levels of finished casegoods
product than upholstery products on hand at any period. Normal customer terms
are net due within 45 days with either a 0 or 1 percent discount within 10 days.
Extended dating is often offered as part of sales promotion programs.
Customers
We distribute to over 20,000 locations. We did not have any customer whose sales
amounted to 5 percent or more of our fiscal year 2000 consolidated sales. Our
2000 dealer mix was about 48 percent "proprietary", 14 percent to major dealers
(Montgomery Ward and other department stores) and 38 percent to general dealers.
Because 2000 only included three months of LADD sales, we expect the 2001 dealer
mix to have a higher percentage of sales to general dealers and major dealers
and a lower percentage of sales to proprietary dealers.
"Proprietary" stores or galleries are those that have an agreement to sell
products from one of La-Z-Boy's divisions or a company that we approve. La-Z-Boy
companies in each of its business segments have proprietary distribution, which
means square feet of selling space is totally dedicated to our products.
Orders and Backlog
Residential upholstery orders are primarily built to a specific dealer order or
an end consumer order and are shipped between two to six weeks from receipt of
the order. Orders in the Contract segment are consumer and dealer orders but
shipment may be scheduled for longer time periods. Residential casegoods are
primarily produced to a stock order (not a dealer or consumer order), which
results in higher finished goods inventory on hand but quicker availability to
ship to dealers and greater batch size manufacturing efficiencies.
As of May 31, 2000 and May 31, 1999, backlogs were approximately $242 million
and $108 million, respectively. This increase in backlog was primarily due to
our fiscal 2000 acquisitions. These amounts represent less than six weeks of
sales. The measure of backlog at a point in time may not be indicative of future
sales performance. We do not rely entirely on backlogs to predict future sales.
For most operating divisions, our cancellation policy is that an order cannot be
canceled after it has been selected for production. Orders from pre-built stock,
though, may be canceled up to the time of shipment.
Competitive Conditions
We rank in the top three in the United States in dollar volume of furniture
manufacturing sales, which includes manufacturers of bedroom, dining room and
living room furniture. Some of the larger companies that compete with our
Residential upholstery and Residential casegoods
6
segments are Bassett Furniture, Ethan Allen, Furniture Brands International,
Lifestyle Furnishings International, Stanley and Natuzzi. We also have a
substantial number of small and medium size competitors in all three of our
operating segments.
We compete primarily by emphasis on the quality and styling of our products,
dealer support, brand name, value, customer service and delivery.
Research and Development Activities
We spent $10.6 million in fiscal 2000 for new product development, existing
product improvement, quality control, improvement of current manufacturing
operations and research into the use of new materials in the construction of
products. We spent $8.4 million in fiscal 1999 on such activities and $9.5
million on such activities in fiscal 1998. Our customers generally do not engage
in research with respect to the products we manufacture. Most of our operating
divisions develop and manage their own product lines. New product groups or
styles are typically introduced at industry trade shows (markets), and based
upon their acceptance at the markets, the products are either placed into
production or withdrawn from the markets.
Patents, Licenses and Franchises
We hold several patents but we believe that the loss of any single or group of
patents would not materially affect our business. We have no material licenses
or franchises. Our agreements with our "proprietary" dealers are a key part of
our marketing strategies. See customers section above for details of these
customers.
Compliance with Environmental Regulations
We have been named as a potentially responsible party at six environmental
clean-up sites. Based on a review of all currently known facts and our
experience with previous environmental clean-up sites, we do not anticipate that
future expenditures for environmental clean-up sites will have a material
adverse effect on our financial condition or results of operations.
Employees
We employed approximately 21,600 persons as of July 1, 2000. Our Residential
upholstery segment employed approximately 13,800 of those employees, Residential
casegoods employed approximately 5,300 of them, Contract employed approximately
2,000 of them, and we employed approximately 500 non-segment personnel. Less
than 10 percent of our employees are unionized. Substantially all of them were
employed on a full-time basis.
Financial Information about Foreign and Domestic Operations and Export Sales
Less than 5 percent of our total sales are exports. We sell upholstered
furniture to Canadian customers through a Canadian subsidiary and to European
customers through a United Kingdom subsidiary. We also make a small amount of
sales in Mexico through a Mexican subsidiary and
7
we have entered into a joint venture in Thailand that has began making sales in
Australia and the Far East.
We also derive a small amount of royalty revenues from the sale and licensing of
trademarks, tradenames and patents to certain foreign manufacturers.
ITEM 2. PROPERTIES.
At April 29, 2000, we owned or leased approximately 19.0 million square feet of
manufacturing, warehousing, office and showroom facilities. The Residential
upholstery segment occupied approximately 9.8 million square feet, Residential
casegoods occupied approximately 6.6 million square feet and Contract occupied
approximately 2.6 million square feet. These facilities are mostly less than 30
years old, are well maintained and are insured. Major land or building additions
are not expected to be needed to increase capacity. We own most of our plants
and lease most of the others under long term industrial revenue bonds. For
information on terms of operating leases for our properties see Note 5 to our
consolidated financial statements (page 30), which is included in Exhibit (13)
to this report and is incorporated in this item by reference.
In addition to the properties mentioned above, we owned or leased approximately
0.3 million square feet of retail selling, retail warehousing and retail office
facilities.
Our facilities are located in Alabama, Arkansas, California, Michigan,
Mississippi, Missouri, North Carolina, Ohio, Pennsylvania, South Carolina,
Tennessee, Utah, Virginia, Washington D.C. and the countries of Canada, United
Kingdom, Mexico and a joint venture in Thailand.
ITEM 3. LEGAL PROCEEDINGS.
We have been named as a defendant in various lawsuits arising in the ordinary
course of business. It is not possible at the present time to estimate the
ultimate outcome of these actions; however, based on our previous experience
with lawsuits of these types, we believe that the resultant liability, if any,
will not be material to our financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY.
No matters were voted upon by our shareholders during the fourth quarter of
fiscal 2000.
8
EXECUTIVE OFFICERS OF REGISTRANT
Listed below are the names, ages and current positions of our executive officers
and, if they have not held those positions for at least five years, their former
positions during that period with us or other companies.
Patrick H. Norton, age 78
o Chairman of the Board since October 1997
o Formerly Senior Vice President Sales and Marketing
Gerald L. Kiser, age 53
o President and Chief Operating Officer since October 1997
o Formerly Executive Vice President and Chief Operating Officer (April -
October 1997), Vice President-Operations (May 1996 - April 1997), and Vice
President of Engineering and Development (May 1995 - April 1997)
Frederick H. Jackson, age 72
o Executive Vice President Finance and Chief Financial Officer since October
1997
o Formerly Vice President Finance
Mark A. Stegeman, age 38
o Treasurer since June 2000
o Account Vice President with Paine Webber (January 2000 - May 2000)
o Formerly Account Vice President with Salomon Smith Barney (three years),
and Vice President and Manager-Large Corporate Group with Key Bank and its
predecessor, Society Bank (ten years)
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY and RELATED STOCKHOLDER
MATTERS.
We had 22,344 shareholders of record as of April 29, 2000.
All other information required to be reported under this item is contained in
Exhibit (13) to this report (page 41) and is incorporated in this item by
reference.
ITEM 6. SELECTED FINANCIAL DATA.
All information required to be reported under this item is included Exhibit (13)
to this report (page 39) and is incorporated in this item by reference.
9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
Our "Management's Discussion and Analysis" section included in Exhibit (13) of
this report (pages 35 through 38) is incorporated by reference in response to
this item.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Nothing material to report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our consolidated financial statements and all other information required by this
item are included in Exhibit (13) of this report (pages 23 through 34 and page
40), and all of that information is incorporated in this item by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
For information concerning executive officers, see Part I, under "Executive
Officers of the Registrant." All other information required to be reported under
this item is included in our proxy statement for our annual meeting of
shareholders to be held on July 31, 2000 (filed with the SEC on June 30, 2000),
and all of that information is incorporated in this item by reference.
ITEM 11. EXECUTIVE COMPENSATION.
All information required to be reported under this item is included in our proxy
statement for our 2000 annual meeting, and all of that information is
incorporated in this item by reference.
10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
All information required to be reported under this item is included in our proxy
statement for our 2000 annual meeting, and all of that information is
incorporated in this item by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
All information required to be reported under this item is included in our proxy
statement for our 2000 annual meeting, and all of that information is
incorporated in this item by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements:
Report of Management Responsibilities
Report of Independent Accountants
Consolidated Balance Sheet
Consolidated Statement of Income
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Shareholders' Equity
Notes to Consolidated Financial Statements
The financial statements above are all included in Exhibit (13) of this
report, and is incorporated in this item by reference.
2. Financial Statement Schedules:
Report of Independent Accountants on Financial Statement Schedule
Schedule II Valuation and Qualifying Accounts
Both immediately follow this item.
3. Exhibits
The following exhibits are filed as part of this report:
11
Exhibit Number Description of Exhibit (Note 1)
(1) Not applicable
(2) Not applicable
(3.1) La-Z-Boy Incorporated Restated Articles of Incorporation
(Note 2)
(3.2) Amendment to Restated Articles of Incorporation (Note 3)
(3.3) Current La-Z-Boy Incorporated Bylaws (Note 4)
(4) $300 million dollar Credit Agreement dated as of May 12, 2000
among La-Z-Boy Incorporated, the banks listed therein,
Comerica Bank, as Syndication Agent, Suntrust Bank, as
Documentation Agent, and Wachovia Bank, N.A., as
Administrative Agent (Note 5)
(5) Not applicable
(8) Not applicable
(9) Not applicable
(10.1)* La-Z-Boy Incorporated Amended and Restated 1993 Performance
Based Stock Plan (Note 6)
(10.2)* La-Z-Boy Incorporated Restricted Stock Plan for Non-Employee
Directors (Note 7)
(10.3)* La-Z-Boy Incorporated Executive Incentive Compensation Plan
Description (Note 8)
(10.4)* La-Z-Boy Incorporated Supplemental Executive Retirement Plan
(as revised in 1995) (Note 9)
(10.5)* La-Z-Boy Incorporated Amended and Restated 1997 Restricted
Share Plan (Note 10)
(10.6)* La-Z-Boy Incorporated 1997 Incentive Stock Option Plan
(Note 10)
(10.7)* Form of Change in Control Agreement (Note 11). Executive
officers currently covered; Patrick H. Norton, Gerald L. Kiser,
Frederick H. Jackson.
(10.8)* Form of Indemnification Agreement (covering all directors,
including employee-directors) (Note 12)
(10.9)* Summary Plan Description and Partial Plan Document for the
La-Z-Boy Incorporated Personal Executive Life Insurance Program
(the "Summary")(Note 13). With respect to directors and
executive officers, the only persons covered by this plan are
Gerald L. Kiser and Mark A. Stegeman.
(10.10)* La-Z-Boy Incorporated 1986 Incentive Stock Option Plan
(Note 14)
(10.11) $150 million dollar Credit Agreement dated as of January 28,
2000, among La-Z-Boy Incorporated, the Banks listed therein and
Wachovia Bank, N.A., as Administrative Agent (Note 15)
(10.12) Agreement and Plan of Merger, dated as of September 28, 1999,
among La-Z-Boy Incorporated, LZB Acquisition Corp., and LADD
Furniture, Inc. (Note 16)
(10.13) Amendment No. 1, dated as of December 13, 1999, to Agreement
and Plan of Merger among La-Z-Boy Incorporated, LZB Acquisition
Corp., and LADD Furniture, Inc. (Note 17)
(11) Statement re computation of per share earnings (see Note 11 to
the Consolidated Financial Statements included in Exhibit (13))
(12) Not applicable
(13) Portions of the 2000 Annual Report to Shareholders (Note 18)
(15) Not applicable
(16) Not applicable
12
(17) Not applicable
(18) Not applicable
(19) Not applicable
(20) Not applicable
(21) List of subsidiaries of La-Z-Boy Incorporated
(22) Not applicable
(23) Consent of PricewaterhouseCoopers LLP
(24) Not applicable
(25) Not applicable
(26) Not applicable
(27) Not applicable
Notes to Exhibits
* Indicates a contract or benefit plan under which one or more
executive officers or directors may receive benefits.
Note 1. For all documents incorporated by reference, the SEC file
number is 1-9656 unless otherwise indicated below. All exhibit
description references to previous filings are references to
filings by La-Z-Boy. Unless otherwise indicated, the described
exhibit is being filed with this Report.
Note 2. Incorporated by reference to an exhibit to Form 10-Q for the
quarter ended October 26, 1996.
Note 3. Incorporated by reference to an exhibit to Form 10-K/A filed
September 27, 1999.
Note 4. Incorporated by reference to an exhibit to Form 8-K dated
June 11, 1999.
Note 5. Incorporated by reference to an exhibit to Form 8-K dated
May 31, 2000.
Note 6. Incorporated by reference to an exhibit to definitive proxy
statement dated June 27, 1996.
Note 7. Incorporated by reference to an exhibit to definitive proxy
statement dated July 6, 1989.
Note 8. Incorporated by reference to an exhibit to Form 10-K for the
fiscal year ended April 26, 1997.
Note 9. Incorporated by reference to an exhibit to Form 8-K dated
February 6, 1995.
Note 10. Incorporated by reference to an exhibit to definitive proxy
statement dated June 27, 1997.
Note 11. Incorporated by reference to an exhibit to Form 8-K dated
February 6, 1995.
Note 12. Incorporated by reference to an exhibit to Form 8, Amendment
No. 1, dated November 3, 1989.
Note 13. Incorporated by reference to an exhibit to Form 10-K for the
fiscal year ended April 26, 1997.
Note 14. Incorporated by reference to an exhibit to definitive proxy
statement dated June 26, 1986.
Note 15. Incorporated by reference to an exhibit to Form 10-Q for the
quarter ended January 22, 2000.
Note 16. Incorporated by reference to an exhibit to Form 8-K dated
September 28, 1999, and filed with the SEC on September 30, 1999.
Note 17. Incorporated by reference to an exhibit to Form S-4 Registration
Statement filed December 15, 1999; registration no. 333-92763.
13
Note 18. With the exception of the information incorporated in Parts I
and II, this document is not deemed to be filed as part of the
report on Form 10-K.
(b) Reports on Form 8-K
On February 14, 2000, we filed with the SEC a Report on Form 8-K, dated
January 29, 2000, which reported on our acquisition of LADD Furniture,
Inc.
14
Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors
of La-Z-Boy Incorporated:
Our audits of the consolidated financial statements referred to in our report
dated May 31, 2000 appearing in the 2000 Annual Report to Shareholders of
La-Z-Boy Incorporated (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toledo, Ohio
May 31, 2000
15
LA-Z-BOY INCORPORATED AND SUBSIDIARIES SCHEDULE II VALUATION
AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Trade
accounts
Additions receivable
Balance at Additions charged to "written off" Balance
beginning from new costs and net of at end of
Description of year Acquisitions expenses recoveries year
- ------------------------------- ------------- ------------- ------------- -------------- ------------
Year ended April 29, 2000:
Allowance for doubtful
accounts and
long-term notes $25,628 $2,866 $5,551 $1,824 $32,221
Accrued Warranties $14,575 $3,500 $18,075
Year ended April 24, 1999:
Allowance for doubtful
accounts and
long-term notes $20,639 $7,361 $2,372 $25,628
Accrued Warranties $12,025 $2,550 $14,575
Year ended April 25, 1998:
Allowance for doubtful
accounts and
long-term notes $18,931 $7,333 $5,625 $20,639
Accrued Warranties $10,775 $1,250 $12,025
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
DATE: July 28, 2000 LA-Z-BOY INCORPORATED
BY /s/Patrick H. Norton
----------------------
P.H. Norton
Chairman of the Board
17
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below, as of July 28, 2000, by the following persons on behalf
of the Registrant and in the capacities indicated.
/s/Patrick H. Norton /s/J.F. Weaver
- --------------------------------------- ------------------------------------
P.H. Norton J.F. Weaver
Chairman of the Board Director
/s/G.L. Kiser /s/D.K. Hehl
- --------------------------------------- ------------------------------------
G.L. Kiser D.K. Hehl
President and Chief Operating Officer Director
/s/F.H. Jackson /s/R.E. Lipford
- --------------------------------------- ------------------------------------
F.H. Jackson R.E. Lipford
Executive VP Finance, Chief Director
Financial Officer and Director
/s/J.J. Korsnack /s/H.G. Levy
- --------------------------------------- ------------------------------------
J.J. Korsnack H.G. Levy
Chief Accounting Officer and Director
Corporate Controller
/s/G.M. Hardy
- --------------------------------------- ------------------------------------
G.M. Hardy J.W. Johnston
Director Director
- ---------------------------------------
L.G. Stevens
Director
18
EXHIBIT INDEX
Page in
Exhibit Number Description of Exhibit Sequentially
Numbered Copy
(1) Not applicable
(2) Not applicable
(3.1) La-Z-Boy Incorporated Restated Articles of Incorporation (Note 2)
(3.2) Amendment to Restated Articles of Incorporation (Note 3)
(3.3) Current La-Z-Boy Incorporated Bylaws (Note 4)
(4) $300 million dollar Credit Agreement dated as of May 12, 2000 among La-Z-Boy
Incorporated, the banks listed therein, Comerica Bank, as Syndication Agent,
Suntrust Bank, as Documentation Agent, and Wachovia Bank, N.A., as Administrative
Agent (Note 5)
(5) Not applicable
(8) Not applicable
(9) Not applicable
(10.1)* La-Z-Boy Incorporated Amended and Restated 1993 Performance Based Stock Plan
(Note 6)
(10.2)* La-Z-Boy Incorporated Restricted Stock Plan for Non-Employee Directors (Note 7)
(10.3)* La-Z-Boy Incorporated Executive Incentive Compensation Plan Description (Note 8)
(10.4)* La-Z-Boy Incorporated Supplemental Executive Retirement Plan (as revised in 1995)
(Note 9)
(10.5)* La-Z-Boy Incorporated Amended and Restated 1997 Restricted Share Plan (Note 10)
(10.6)* La-Z-Boy Incorporated 1997 Incentive Stock Option Plan (Note 10)
(10.7)* Form of Change in Control Agreement (Note 11). Executive officers currently
covered; Patrick H. Norton, Gerald L. Kiser, Frederick H. Jackson.
(10.8)* Form of Indemnification Agreement (covering all directors, including
employee-directors) (Note 12)
(10.9)* Summary Plan Description and Partial Plan Document for the La-Z-Boy Incorporated
Personal Executive Life Insurance Program (the "Summary") (Note 13). With
respect to directors and executive officers, the only persons covered by this
plan are Gerald L. Kiser and Mark A. Stegeman.
(10.10)* La-Z-Boy Incorporated 1986 Incentive Stock Option Plan (Note 14)
(10.11) $150 million dollar Credit Agreement dated as of January 28, 2000, among La-Z-Boy
Incorporated, the Banks listed therein and Wachovia Bank, N.A., as Administrative
Agent (Note 15)
(10.12) Agreement and Plan of Merger, dated as of September 28, 1999,
among La-Z-Boy Incorporated, LZB Acquisition Corp., and LADD
Furniture, Inc. (Note 16)
19
(10.13) Amendment No. 1, dated as of December 13, 1999, to Agreement and Plan of Merger
among La-Z-Boy Incorporated, LZB Acquisition Corp., and LADD Furniture, Inc.
(Note 17)
(11) Statement re computation of per share earnings (see Note 11 to the Consolidated
Financial Statements included in Exhibit (13))
(12) Not applicable
(13) Portions of the 2000 Annual Report to Shareholders (Note 18)
(15) Not applicable
(16) Not applicable
(17) Not applicable
(18) Not applicable
(19) Not applicable
(20) Not applicable
(21) List of subsidiaries of La-Z-Boy Incorporated
(22) Not applicable
(23) Consent of PricewaterhouseCoopers LLP
(24) Not applicable
(25) Not applicable
(26) Not applicable
(27) Not applicable
Notes to Exhibits
* Indicates a contract or benefit plan under which one or more
executive officers or directors may receive benefits.
Note 1. For all documents incorporated by reference, the SEC file
number is 1-9656 unless otherwise indicated below. All exhibit
description references to previous filings are references to
filings by La-Z-Boy. Unless otherwise indicated, the described
exhibit is being filed with this Report.
Note 2. Incorporated by reference to an exhibit to Form 10-Q for the quarter ended October 26, 1996.
Note 3. Incorporated by reference to an exhibit to Form 10-K/A filed September 27, 1999.
Note 4. Incorporated by reference to an exhibit to Form 8-K dated June 11, 1999.
Note 5. Incorporated by reference to an exhibit to Form 8-K dated May 31, 2000.
Note 6. Incorporated by reference to an exhibit to definitive proxy statement dated June 27, 1996.
Note 7. Incorporated by reference to an exhibit to definitive proxy statement dated July 6, 1989.
Note 8. Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 26, 1997.
Note 9. Incorporated by reference to an exhibit to Form 8-K dated February 6, 1995.
Note 10. Incorporated by reference to an exhibit to definitive proxy statement dated June 27, 1997.
Note 11. Incorporated by reference to an exhibit to Form 8-K dated February 6, 1995.
Note 12. Incorporated by reference to an exhibit to Form 8, Amendment No. 1, dated November 3, 1989.
20
Note 13. Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 26, 1997.
Note 14. Incorporated by reference to an exhibit to definitive proxy statement dated June 26, 1986.
Note 15. Incorporated by reference to an exhibit to Form 10-Q for the quarter ended January 22, 2000.
Note 16. Incorporated by reference to an exhibit to Form 8-K dated September 28, 1999, and filed with the SEC on
September 30, 1999.
Note 17. Incorporated by reference to an exhibit to Form S-4 Registration Statement filed December 15, 1999;
registration no. 333-92763.
Note 18. With the exception of the information incorporated in Parts I
and II, this document is not deemed to be filed as part of the
report on Form 10-K.
21
Financial Report
Report of Management Responsibilities
La-Z-Boy Incorporated
The management of La-Z-Boy Incorporated is responsible for the preparation
of the accompanying consolidated financial statements, related financial data
and all other information included in the following pages. The financial
statements have been prepared in accordance with generally accepted accounting
principles and include amounts based on management's estimates and judgements
where appropriate.
Management is further responsible for maintaining the adequacy and
effectiveness of established internal controls. These controls provide
reasonable assurance that the assets of La-Z-Boy Incorporated are safeguarded
and that transactions are executed in accordance with management's authorization
and are recorded properly for the preparation of financial statements. The
internal control system is supported by written policies and procedures, the
careful selection and training of qualified personnel and a program of internal
auditing.
The accompanying report of the Company's independent accountants states
their opinion on the Company's financial statements, based on audits conducted
in accordance with generally accepted auditing standards. The Board of
Directors, through its Audit Committee composed exclusively of outside
directors, is responsible for reviewing and monitoring the financial statements
and accounting practices. The Audit Committee meets periodically with the
internal auditors, management and the independent accountants to ensure that
each is meeting its responsibilities. The Audit Committee and the independent
accountants have free access to each other with or without management being
present.
/s/Gerald L. Kiser
Gerald L. Kiser
President and Chief Operating Officer
/s/Frederick H. Jackson
Frederick H. Jackson
Chief Financial Officer
Report of Independent Accountants
PricewaterhouseCoopers
To the Board of Directors and Shareholders of La-Z-Boy Incorporated:
In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of income, of cash flows and of changes in
shareholders' equity, including pages 9 through 20, present fairly, in all
material respects, the financial position of La-Z-Boy Incorporated and its
subsidiaries at April 29, 2000 and April 24, 1999, and the results of their
operations and their cash flows for each of the three fiscal years in the period
ended April 29, 2000, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toledo, Ohio
May 31, 2000
22
Consolidated Balance Sheet
(Amounts in thousands, except par value) As of 4/29/00 4/24/99
- ------------------------------------------------------------------------------
Assets
Current assets
Cash and equivalents................................ $14,353 $33,550
Receivables, less allowance of $25,474 in
2000 and $19,550 in 1999........................ 394,453 265,157
Inventories
Raw materials.................................... 91,018 47,197
Work-in-progress................................. 63,635 37,447
Finished goods................................... 98,623 34,920
---------- --------
FIFO inventories............................... 253,276 119,564
Excess of FIFO over LIFO....................... (7,473) (23,053)
---------- --------
Total inventories............................ 245,803 96,511
Deferred income taxes............................... 22,374 20,028
Other current assets................................ 15,386 10,342
---------- --------
Total current assets............................ 692,369 425,588
Property, plant and equipment
Buildings and building fixtures..................... 189,588 116,601
Machinery and equipment ............................ 162,485 124,835
Information systems ................................ 27,836 23,228
Land and land improvements ......................... 25,173 13,514
Transportation equipment ........................... 17,454 15,685
Network and production tracking systems ............ 6,080 4,881
Other .............................................. 22,755 23,923
---------- --------
451,371 322,667
Less: accumulated depreciation.................... 223,488 196,678
---------- --------
Property, plant and equipment, net.............. 227,883 125,989
Goodwill, less accumulated amortization of
$17,360 in 2000 and $13,583 in 1999................. 116,668 46,985
Trade names, less accumulated amortization
of $1,052 in 2000................................... 135,340 --
Other long-term assets, less allowance of
$6,747 in 2000 and $6,077 in 1999................... 46,037 31,230
---------- --------
Total assets.................................... $1,218,297 $629,792
========== ========
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
23
Consolidated Balance Sheet
(Amounts in thousands, except par value) As of 4/29/00 4/24/99
- -------------------------------------------------------------------------------
Liabilities and shareholders' equity
Current liabilities
Current portion of long-term debt................... $13,119 $2,001
Current portion of capital leases................... 457 784
Accounts payable.................................... 90,392 45,419
Payroll/other compensation.......................... 74,724 53,697
Income taxes........................................ 5,002 4,103
Other current liabilities........................... 53,312 26,424
---------- --------
Total current liabilities....................... 237,006 132,428
Long-term debt......................................... 233,938 62,469
Capital leases......................................... 2,156 219
Deferred income taxes.................................. 50,280 5,697
Other long-term liabilities............................ 31,825 14,064
Commitments and contingencies..........................
Shareholders' equity
Preferred shares-5,000 authorized; none issued...... -- --
Common shares, $1 par value-150,000 authorized;
61,328 issued in 2000 and 52,340 issued in 1999. 61,328 52,340
Capital in excess of par value...................... 211,450 31,582
Retained earnings................................... 392,458 332,934
Currency translation adjustments.................... (2,144) (1,941)
---------- --------
Total shareholders' equity...................... 663,092 414,915
---------- --------
Total liabilities and shareholders' equity.... $1,218,297 $629,792
========== ========
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
24
Consolidated Statement of Income
(Amounts in thousands,
except per share data) Fiscal year ended 4/29/00 4/24/99 4/25/98
- -------------------------------------------------------------------------------
Sales.................................... $1,717,420 $1,287,645 $1,108,038
Cost of sales............................ 1,284,158 946,731 825,312
---------- ---------- ----------
Gross profit........................... 433,262 340,914 282,726
Selling, general and administrative...... 288,962 234,075 205,523
---------- ---------- ----------
Operating profit....................... 144,300 106,839 77,203
Interest expense......................... 9,655 4,440 4,157
Interest income.......................... 1,976 2,181 2,021
Other income............................. 3,692 2,658 4,207
---------- ---------- ----------
Pretax income.......................... 140,313 107,238 79,274
Income tax expense
Federal - current...................... 49,491 41,286 28,467
- deferred..................... (3,288) (4,727) (2,046)
State - current...................... 7,048 5,114 3,287
- deferred..................... (552) (577) (354)
---------- ---------- ----------
Total tax expense........................ 52,699 41,096 29,354
---------- ---------- ----------
Net income........................... $87,614 $66,142 $49,920
========== ========== ==========
Basic average shares*................ 54,488 52,890 53,654
Basic net income per share*.......... $1.61 $1.25 $0.93
Diluted weighted average shares*..... 54,860 53,148 53,821
Diluted net income per share*........ $1.60 $1.24 $0.93
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
*Restated to reflect the September, 1998 three-for-one stock split, in the form
of a 200% stock dividend.
25
Consolidated Statement of Cash Flows
(Amounts in thousands) Fiscal year ended 4/29/00 4/24/99 4/25/98
- ------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net income................................................. $87,614 $66,142 $49,920
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization......................... 30,342 22,081 21,021
Change in receivables................................. (42,595) (26,875) (14,090)
Change in inventories................................. (4,703) (4,607) (6,918)
Change in other assets and liabilities................ (6,431) 28,287 2,374
Change in deferred taxes.............................. (5,797) (3,130) 3,177
------- ------- -------
Total adjustments................................ (29,184) 15,756 5,564
------- ------- -------
Cash provided by operating activities................. 58,430 81,898 55,484
Cash flows from investing activities
Proceeds from disposals of assets.......................... 1,202 401 1,585
Capital expenditures....................................... (37,968) (25,316) (22,016)
Acquisition of operating divisions, net of cash acquired... (57,952) -- --
Change in other investments................................ (9,681) (4,895) (16,066)
------- ------- -------
Cash used for investing activities.................... (104,399) (29,810) (36,497)
Cash flows from financing activities
Long-term debt............................................. 175,622 -- 35,000
Retirements of debt........................................ (110,319) (6,786) (24,653)
Capital leases............................................. 1,657 204 --
Capital lease principal payments........................... (856) (1,403) (2,017)
Stock for stock option plans............................... 6,637 6,431 5,748
Stock for 401(k) employee plans............................ 2,598 1,902 1,704
Purchases of La-Z-Boy stock................................ (31,046) (30,460) (16,391)
Payment of cash dividends.................................. (17,447) (16,417) (15,029)
------- ------- -------
Cash provided by (used for) financing activities...... 26,846 (46,529) (15,638)
Effect of exchange rate changes on cash....................... (74) (709) (31)
------- ------- -------
Net change in cash and equivalents............................ (19,197) 4,850 3,318
Cash and equivalents at beginning of the year................. 33,550 28,700 25,382
------- ------- -------
Cash and equivalents at end of the year....................... $14,353 $33,550 $28,700
======= ======= =======
Cash paid during the year
- Income taxes............................................. $52,210 $44,842 $29,025
- Interest................................................. $7,128 $4,340 $4,235
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
26
Consolidated Statement of Changes in Shareholders' Equity
Capital
in Accumulated
excess Other
Common of par Retained Comprehensive
(Amounts in thousands) shares value earnings Loss Total
- -----------------------------------------------------------------------------------------------------------
At April 26, 1997 .................... $ 17,908 $ 27,697 $ 314,731 ($998) $ 359,338
Purchases of La-Z-Boy stock ............... (484) (15,907) (16,391)
Stock options/401(k) ...................... 333 1,110 6,008 7,451
Acquisition related ....................... 93 455 2,423 2,971
Dividends paid ............................ (15,029) (15,029)
Comprehensive income
Net income ......................... 49,920
Translation adjustment.............. (51)
Total comprehensive income........ 49,869
------- -------- -------- ------ --------
At April 25, 1998 .............. 17,850 29,262 342,146 (1,049) 388,209
Three-for-one stock split ................. 35,700 (35,700) --
Purchases of La-Z-Boy stock ............... (1,700) (28,760) (30,460)
Stock options/401(k) ...................... 490 2,320 5,523 8,333
Dividends paid ............................ (16,417) (16,417)
Comprehensive income
Net income ......................... 66,142
Translation adjustment ............. (892)
Total comprehensive income........ 65,250
------- -------- -------- ------ --------
At April 24, 1999 .............. 52,340 31,582 332,934 (1,941) 414,915
Purchases of La-Z-Boy stock ............... (1,749) (29,297) (31,046)
Stock options/401(k) ...................... 609 1,139 7,487 9,235
Acquisition related........................ 10,128 178,729 11,167 200,024
Dividends paid ............................ (17,447) (17,447)
Comprehensive income
Net income ......................... 87,614
Translation adjustment ............. (203)
Total comprehensive income........ 87,411
------- -------- -------- ------ --------
At April 29, 2000 .............. $61,328 $211,450 $392,458 ($2,144) $663,092
======= ======== ======== ====== ========
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
27
Notes to Consolidated Financial Statements
Note 1: Accounting Policies
The Company operates primarily in the U.S. furniture industry. The
following is a summary of significant accounting policies followed in the
preparation of these financial statements. Fiscal year 2000 included 53 weeks,
whereas fiscal years 1999 and 1998 included 52 weeks.
Principles of Consolidation
The consolidated financial statements include the accounts of La-Z-Boy
Incorporated and its subsidiaries. All significant intercompany transactions
have been eliminated. Certain non-U.S. subsidiaries are consolidated on a
one-month lag.
Risks and Uncertainties
The consolidated financial statements are prepared in conformity with
generally accepted accounting principles, which require management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, sales and expenses for the reporting periods. Actual results could
differ from those estimates.
Cash and Equivalents
For purposes of the consolidated statement of cash flows, the Company
considers all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents.
Inventories
Inventories are valued at the lower of cost or market. Cost is determined
on the last-in, first-out (LIFO) basis. Excess of FIFO over LIFO at April 29,
2000 includes $17 million of inventory write-ups to fair value for 2000
acquisitions. This purchase accounting adjustment would reduce earnings in
future periods if the related inventory is sold.
Property, Plant and Equipment
Items capitalized, including significant betterments to existing
facilities, are recorded at cost. Depreciation is computed using accelerated and
straight-line methods over the estimated useful lives of the assets.
Buildings, land improvements and buliding fixtures are depreciated over
periods of 15-30 years. Machinery and equipment are depreciated over a period of
10 years. Information systems are depreciated over periods of 2-5 years.
Transportation equipment is depreciated over 5 years. Network and production
tracking systems are depreciated over periods of 5-10 years.
Goodwill
The excess of the cost of operating companies acquired over the value of
their net tangible assets is amortized on a straight-line basis over 30 years
from the date of acquisition. Goodwill is evaluated periodically for impairment.
Trade Names
Trade names are amortized on a straight-line basis over 30 years. Trade
names are evaluated periodically for impairment.
Revenue Recognition
Revenue is recognized upon shipment of product.
Income Taxes
Income tax expense is provided on all revenue and expense items included in
the consolidated statement of income, regardless of the period such items are
recognized for income tax purposes.
Foreign Currency Translation
The functional currency of each foreign subsidiary is the respective local
currency. Assets and liabilities are translated at the year end exchange rates
and revenues and expenses are translated at average exchange rates for the
period. Resulting translation adjustments are recorded as a component of
shareholders' equity and in other comprehensive income.
Note 2: Acquisitions
On January 29, 2000, the Company acquired LADD Furniture, Inc., then a
publicly traded furniture manufacturer, in a stock-for-stock merger, at which
time LADD became a wholly owned subsidiary of the Company. The holders of LADD
stock received approximately 9.2 million shares of La-Z-Boy common stock in
consideration for their LADD shares. In addition, LADD employee stock options
then outstanding were replaced by about 1 million La-Z-Boy stock options. Total
consideration, including acquisition costs, was about $190 million.
On December 28, 1999, the Company acquired all of the outstanding stock of
Alexvale Furniture, Inc., a manufacturer of medium-priced upholstered furniture,
for a combination of cash and La-Z-Boy common stock totaling about $17 million.
28
On June 1, 1999, the Company acquired Bauhaus USA, Inc., a manufacturer of
upholstered furniture primarily marketed to department stores, for about $59
million, in a cash transaction.
The above acquisitions have been accounted for as purchases. The operations
of the above companies are included in the Company's financial results
immediately following the acquisition dates. The excess of the purchase price
over the fair value of the net identifiable assets acquired of $74 million has
been recorded as goodwill.
The following unaudited pro forma financial information presents combined
results of operations of the above companies with the Company as if the
acquisitions had occurred as of the beginning of fiscal 1999. The pro forma
financial information gives effect to certain adjustments resulting from the
acquisitions and related financing. The pro forma financial information does not
necessarily reflect the results of operations that would have occurred had the
separate operations of each company constituted a single entity during such
periods.
(Amounts in thousands, Unaudited year ended
except per share data) 4/29/00 4/24/99
--------------------------------------------------
Net sales $2,216,628 $2,029,843
Net income $97,850 $80,221
Earnings per share $1.60 $1.28
On April 1, 1998, the Company acquired all of the capital stock of Sam Moore
Furniture Industries, Incorporated, a manufacturer of upholstered furniture for
cash. For the year ended December 31, 1997, Sam Moore Furniture Industries'
sales were $33 million.
During fiscal year 1998, La-Z-Boy acquired the remaining 25% of the ordinary
share capital of Centurion Furniture plc, a furniture manufacturer located in
England. Sales for their year ended March 31, 1997 were $12 million.
The consolidated April 1998 financial statements include the operations of
Distincion Muebles, a furniture manufacturer located in Mexico. Annual sales for
the year ended March 30, 1998 were $1.9 million.
Note 3: Cash and Equivalents
(Amounts in thousands) 4/29/00 4/24/99
----------------------------------------------------
Cash in bank.................. $14,353 $10,704
Certificates of deposit....... -- 19,900
Commercial paper.............. -- 1,878
Marketable securities......... -- 1,068
------- -------
Total cash and equivalents.. $14,353 $33,550
======= =======
The Company invests in cash and equivalents with a bank whose board of
directors includes two members of the Company's board of directors. At the end
of fiscal year 2000 and 1999, $5 million and $15 million, respectively, was
invested in cash and equivalents with this bank.
Note 4: Debt
Interest
(Amounts in thousands) rates Maturities 4/29/00 4/24/99
- ------------------------------------------------------------------
Bridge loan facility.... 6.9% 2001 $105,703 $ --
Revolving credit lines.. 6.5%-6.8% 2004 68,419 --
Private placement....... 6.5% 2000-08 35,000 36,875
Industrial revenue bonds 3.6%-6.8% 2000-14 37,495 27,400
Other debt.............. 5.9%-9.5% 2000-08 440 195
-------- -------
Total debt.............. 247,057 64,470
Less: current portion... 13,119 2,001
-------- -------
Long-term debt... $233,938 $62,469
======== =======
Weighted average interest rate... 6.4% 5.3%
Fair value of debt... $245,795 $65,522
Proceeds from industrial revenue bonds were used to finance the construction
of manufacturing facilities. These arrangements require the Company to insure
and maintain the facilities and make annual payments that include interest. The
bonds are secured by the facilities constructed from the bond proceeds.
Maturities of debt for the five years subsequent to April 29, 2000 are $13
million, $5 million, $0 million, $1 million and $4 million, respectively. As of
April 29, 2000, the Company had remaining unused lines of credit and commitments
of $105 million under several credit arrangements.
To finance the acquisition of Bauhaus on June 1, 1999, the Company borrowed
$57 million, which was replaced on December 29, 1999 by a borrowing under its
$75 million unsecured revolving credit line. On January 31, 2000, the Company
opened an unsecured $150 million bridge loan facility with a current borrowing
rate of LIBOR plus 0.75% with a maturity date of June 29, 2001. The Company used
this bridge loan facility to pay off LADD's debt which was owed under its credit
facility which was then closed.
On May 12, 2000, the Company replaced borrowings under the $75 million
unsecured revolving credit line and the $150 million bridge loan facility with a
new unsecured five-year $300 million credit agreement arranged by Wachovia Bank
and syndicated through a total of eleven banks. The borrowing rate under the new
credit agreement can range from LIBOR plus 0.475% to LIBOR plus 0.925% based on
the Company's consolidated debt to capital ratio and utilization under the
agreement.
29
Note 5: Leases
The Company has operating leases for manufacturing facilities, executive and
sales offices, warehousing and showrooms, as well as for equipment for
manufacturing, transportation and data processing. The operating leases expire
at various dates through 2007. The Company leases additional transportation and
other equipment under capital leases expiring at various dates through 2011. The
majority of these capital leases include bargain purchase options.
Minimum lease payments under capital and operating leases for the five years
subsequent to April 29, 2000 are $12 million, $11 million, $10 million, $9
million, and $6 million, respectively.
Note 6: Financial Guarantees
La-Z-Boy has provided financial guarantees relating to loans and leases in
connection with some proprietary stores. The amounts of the unsecured guarantees
are shown in the following table. Because almost all guarantees are expected to
retire without being funded, the contract amounts are not estimates of future
cash flows.
(Contract
amounts in thousands) 4/29/00 4/24/99
--------------------------------------
Loan guarantees.... $17,446 $17,193
Lease guarantees... $11,213 $5,649
Guarantees require the store owners to make periodic payments to the
Company in exchange for the guarantee. Terms of current guarantees generally
range from one to five years.
The guarantees have off-balance-sheet credit risk because only the periodic
payments and accruals for probable losses are recognized until the guarantee
expires. Credit risk represents the accounting loss that would be recognized at
the reporting date if counter-parties failed to perform completely as
contracted. The credit risk amounts are equal to the contractual amounts,
assuming that the amounts are fully advanced and that no amounts could be
recovered from other parties.
Note 7: Stock Option Plans
The Company's shareholders adopted an employee Incentive Stock Option Plan
that provides grants to certain employees to purchase common shares of the
Company at not less than their fair market value at the date of grant. Options
are for five years and ten years and become exercisable at 25% per year
beginning one year from the date of grant. The Company is authorized to grant
options for up to 7,500,000 common shares.
Number Weighted
of average
shares exercise price
----------------------------------------------------------
Outstanding at April 26, 1997.. 1,224,531 $9.43
Granted........................ 860,865 11.60
Exercised...................... (677,316) 9.36
Expired or cancelled........... (67,521) 10.42
---------
Outstanding at April 25, 1998.. 1,340,559 10.87
Granted........................ 422,220 17.58
Exercised...................... (314,814) 9.86
Expired or cancelled........... (43,779) 13.82
---------
Outstanding at April 24, 1999.. 1,404,186 13.02
Granted........................ 1,423,822 17.33
Exercised...................... (351,919) 10.64
Expired or Cancelled........... (75,185) 17.87
---------
Outstanding on April 29, 2000.. 2,400,904
---------
Exercisable at April 29, 2000.. 1,243,749 $12.97
Shares available for grants at
April 29, 2000................ 5,654,036
Weighted Weighted
Range of Stock average average
exercise options exercise remaining
prices outstanding price contractual life
--------------------------------------------------------------
$9.12-$13.23 1,070,267 $10.01-$13.23 2.73
13.25-17.58 714,603 14.10-17.58 5.30
17.85-20.34 115,298 18.16 7.10
$23.75- $34.33 500,736 24.13 4.46
--------------------------------------------------------------
2,400,904 $15.65 4.07
Weighted
Range of Stock Options average
exercise prices exercisable exercise price
- --------------------------------------------------
$9.12-$13.23 805,764 $10.99
13.25-17.58 306,021 15.86
17.85-20.34 88,158 18.24
$23.75-$34.33 43,806 27.34
- --------------------------------------------------
1,243,749 $12.97
The Company's shareholders have also adopted Restricted Share Plans. Under
one plan, a committee of the board of directors is authorized to offer for sale
up to an aggregate of 750,000 common shares to certain employees. Under a second
plan, up to an aggregate of 150,000 common shares are authorized for sale to
30
non-employee directors. Under the restricted share plans, shares are offered at
25% of the fair market value at the date of grant. The plans require that all
shares be held in an escrow account for a period of three years in the case of
an employee, or until the participant's service as a director ceases in the case
of a director. In the event of an employee's termination during the escrow
period, the shares must be sold back to the Company at the employee's cost.
Shares aggregating 3,600 were granted and issued during fiscal year 2000
and 3,000 were granted and issued during fiscal year 1999, under the directors'
plan. Shares remaining for future grants under the directors' plans amounted to
92,400 at April 29, 2000.
Shares aggregating 47,625 and 67,350 were granted and issued during the
fiscal years 2000 and 1999, respectively, under the employee Restricted Share
Plan. Shares remaining for future grants under this plan amounted to 565,845 at
April 29, 2000.
The Company's shareholders have also adopted a Performance-Based Restricted
Stock Plan. This plan authorizes the compensation committee of the board of
directors to award up to an aggregate of 1,200,000 shares to key employees.
Grants of shares are based on achievement of goals over a three-year performance
period. Any award made under the plan is at the sole discretion of a board
committee after judging all relevant factors. At April 29, 2000, performance
awards were outstanding for to which up to approximately 410,000 shares may
be issued in fiscal years 2001 through 2003 for the three outstanding target
awards, depending on the extent to which certain specified performance
objectives are met. The cost of performance awards are expensed over the
performance period. In 2000, 64,081 shares were issued.
As permitted by Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," the Company has chosen to continue to
account for stock-based compensation using the intrinsic value method prescribed
in Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations.
Had the Company elected to recognize compensation cost for stock
options based on the fair value method of accounting prescribed by SFAS No. 123,
the additional after tax expense relating to the stock options would have been
$1.8 million in 2000, $0.7 million in 1999, and $0.3 million in 1998. Pro forma
net income and earnings per share would have been as follows (for the fiscal
years ended):
(Amounts in thousands,
except per share data) 4/29/00 4/24/99 4/25/98
---------------------------------------------------------
Net income.................... $85,832 $65,424 $49,575
Basic net income per share.... $1.58 $1.24 $0.92
Diluted net income per share.. $1.56 $1.23 $0.92
The pro forma effect on net income is not representative of the pro forma
effect on net income that will be disclosed in future years as required by SFAS
No. 123 because it does not take into consideration pro forma compensation
expense relating to grants made prior to 1996.
The fair value of each option grant was estimated on the date of grant
using the Black-Scholes model with the following assumptions:
4/29/00 4/24/99 4/25/98
--------------------------------------------------
Risk free interest rate.. 6.6% 5.15% 5.6%
Dividend rate............ 2.0% 1.6% 1.6%
Expected life in years... 5.0 4.4 4.6
Stock price volatility... 41% 39% 23%
Note 8: Retirement/Welfare
The Company has contributory and non-contributory retirement plans covering
substantially all factory employees.
Eligible salaried employees are covered under a trusteed profit sharing
retirement plan. Discretionary cash contributions to a trust are made annually
based on profits.
The Company maintains a non-qualified deferred compensation plan for
eligible highly compensated employees.
The Company provides executive life insurance to certain highly compensated
employees. Such employees are not eligible for current contributions to the
profit sharing plan or the non-qualified deferred compensation plan.
The Company offers voluntary 401(k) retirement plans to eligible employees
within certain U.S. operating divisions. Currently over 60% of eligible
employees are participating in the plans. For most divisions, the Company makes
matching contributions based on specific formulas and this match is made in
La-Z-Boy stock.
The Company maintains defined benefit pension plans for eligible factory
hourly employees at some divisions.
The actuarially determined net periodic pension cost and retirement costs
are as follows (for the fiscal years ended):
(Amounts in thousands) 4/29/00 4/24/99 4/25/98
-----------------------------------------------------------
Service cost.................... $2,791 $2,785 $1,903
Interest cost................... 3,644 3,739 2,508
Actual return on plan assets.... 999 (5,458) (9,439)
Net amortization and deferral... (5,793) (278) 5,843
------ ------- ------
Net periodic pension cost..... 1,641 788 815
Profit sharing/SERP............. 7,522 6,851 6,035
401(k).......................... 2,954 2,174 1,661
Other........................... 637 652 968
------- ------- ------
Total retirement costs........ $12,754 $10,465 $9,479
======= ======= ======
31
The funded status of the pension plans was as follows:
(Amounts in thousands) 4/29/00 4/24/99
---------------------------------------------------------------------
Change in benefit obligation
Benefit obligation at beginning of year......... $50,310 $39,948
Service cost................................... 2,791 2,785
Interest cost.................................. 3,644 3,739
Amendments and new plans....................... 1,879 5,889
Actuarial (loss)............................... (82) --
Benefits paid.................................. (2,374) (2,051)
------- -------
Benefit obligation at end of year............ 56,168 50,310
Change in plan assets
Fair value of plan assets at beginning of year.. 58,166 53,545
Actual return on plan assets................... (999) 5,458
Employer contribution.......................... 1,772 1,214
Benefits paid.................................. (2,374) (2,051)
------- -------
Fair value of plan assets at end of year..... 56,565 58,166
Funded status.................................... 397 7,856
Unrecognized actuarial gain/(loss).............. 4,642 (3,133)
Unamortized prior service cost.................. 597 795
------- -------
Prepaid benefit cost .......................... $5,636 $5,518
======= =======
The expected long-term rate of return on plan assets was 8.0% for fiscal
years 2000, 1999 and 1998. The weighted-average discount rate used in
determining the actuarial present value of projected benefit obligations was
6.8% for fiscal years 2000 and 1999 and 7.5% for fiscal year
1998. Vested benefits included in the projected benefit obligation were $50
million and $40 million at April 29, 2000 and April 24, 1999, respectively. Plan
assets are invested in a diversified portfolio that consists primarily of debt
and equity securities.
The Company's pension plan funding policy is to contribute annually at
least the amount necessary so that the plan assets exceed the projected benefit
obligation.
While in total the Company is overfunded, at April 29, 2000, there are two
plans with aggregate pension benefit obligations of $7.1 million and aggregate
pension plan assets of $6.3 million which are included in the tables shown.
Note 9: Health Care
The Company offers eligible employees an opportunity to participate in
group health plans. Participating employees make required premium payments
through pretax payroll deductions. Health-care expenses were as follows (for the
fiscal years ended):
(Amounts in thousands) 4/29/00 4/24/99 4/25/98
---------------------------------------------------
Gross health care..... $50,895 $37,698 $32,020
Participant payments.. (13,277) (9,406) (7,531)
------- ------- -------
Net health care....... $37,618 $28,292 $24,489
======= ======= =======
The Company makes annual provisions for any current and future retirement
health-care costs which may not be covered by retirees' collected premiums.
Note 10: Income Taxes
The primary components of the Company's deferred tax assets and
(liabilities) were as follows:
(Amounts in thousands) 4/29/00 4/24/99
----------------------------------------------------------------
Current
Bad debt................................... $13,897 $10,942
Warranty................................... 8,701 6,054
Workers' compensation...................... 2,639 1,662
SERP/other................................. 1,711 1,626
Inventory.................................. (8,516) 1,429
State income tax........................... 1,024 1,366
Stock options.............................. 1,683 1,653
Receivables - mark to market............... (5,269) (7,904)
Other...................................... 6,504 3,382
Valuation allowance........................ -- (182)
------- -------
Total current deferred tax assets........ 22,374 20,028
Noncurrent
Trade names................................ (46,252) --
Pension.................................... (3,672) (2,985)
Property, plant and equipment.............. (752) (2,943)
Net operating losses....................... 1,414 907
Other...................................... 396 360
Valuation allowance........................ (1,414) (1,036)
-------- -------
Total noncurrent deferred tax liabilities (50,280) (5,697)
-------- -------
Net deferred tax asset/(liabiliies).... ($27,906) $14,331
======== =======
32
At April 24, 1999, the Company applied a valuation allowance of $1.218
million to offset the value of net operating losses (NOLs) attributable to one
of the Company's wholly owned foreign subsidiaries. During the current fiscal
year significant operational and profitablility improvements occurred.
Consequently, the Company no longer considers it necessary to apply a valuation
reserve for this deferred tax asset.
A valuation allowance of $1.414 million has been established for the
deferred tax asset related to an NOL carry forward for an acquisition subsidiary
of LADD. The remaining NOLs of $3.927 million may be carried forward through
2007 to offset future earnings, subject to normal annual limitations prescribed
by law. Any tax benefits recognized subsequent to 2000 from the utilization of
this LADD NOL will be applied to reduce goodwill.
The differences between the Company's provision for income taxes and income
taxes computed using the U.S. federal statutory rate are as follows (for the
fiscal years ended):
(% of pretax income) 4/29/00 4/24/99 4/25/98
- ---------------------------------------------------------------------------
Statutory tax rate.............................. 35.0% 35.0% 35.0%
Increase (reduction) in taxes resulting from:
State income taxes net of
federal benefit............................ 3.0 2.7 2.4
Tax credits.................................. (0.1) (0.1) (0.2)
Goodwill..................................... 0.9 0.7 0.8
Tax loss carry forwards...................... (1.1) 0.1 (0.5)
Miscellaneous items.......................... (0.1) (0.1) (0.5)
---- ---- ----
Effective tax rate......................... 37.6% 38.3% 37.0%
==== ==== ====
Note 11: Earnings Per Share
Basic net income per share is computed using the weighted-average number
of shares outstanding during the period. Diluted net income per share uses the
weighted average number of shares outstanding during the period plus the
additional common shares that would have been outstanding if the dilutive
potential common shares had been issued. The Company's dilutive potential common
shares are employee stock options. The 1998 and 1999 information below has been
restated for the September, 1998 three-for-one stock split.
Fiscal year
(Amounts in thousands) ended 4/29/00 4/24/99 4/25/98
---------------------------------------------------------------
Weighted average common
shares outstanding (Basic)........ 54,488 52,890 53,654
Effect of options................... 372 258 167
Weighted average common ------ ------ ------
shares outstanding (Diluted)...... 54,860 53,148 53,821
====== ====== ======
Note 12: Contingencies
The Company has been named as a defendant in various lawsuits arising in
the ordinary course of business. It is not possible at the present time to
estimate the ultimate outcome of these actions; however, management believes
that the resultant liability, if any, will not be material based on the
Company's previous experience with lawsuits of these types.
The Company has been named as a potentially responsible party (PRP) at six
environmental clean-up sites. Based on a review of all currently known facts and
the Company's experience with previous environmental clean-up sites, management
does not anticipate that future expenditures for environmental clean-up sites
will have a material adverse effect on the Company.
Note 13: Segments
The Company has three reportable segments: Residential upholstery,
Residential casegoods and Contract.
The Residential upholstery segment is comprised of operating divisions that
primarily manufacture and sell upholstered furniture to dealers. Upholstered
furniture includes recliners, sofas, occasional chairs and reclining sofas that
are mostly or fully covered with fabric, leather or vinyl. The operating
divisions included in the Residential upholstery segment are La-Z-Boy
Residential, England/Corsair, Sam Moore, Bauhaus, Centurion, Distincion Muebles,
Pennsylvania House Upholstery, Barclay and Clayton Marcus.
The Residential casegoods segment is comprised of operating divisions that
primarily manufacture or sell hardwood or hardwood veneer furniture to dealers.
Casegoods furniture includes dining room tables and chairs, bed frames and bed
boards, dressers, coffee tables and end tables that are mostly constructed of
hardwoods or veneers. The operating divisions included in the Residential
casegoods segment are Kincaid, Hammary, American Drew, Lea, Pennsylvania House
Casegoods and Pilliod.
The primary difference between the Residential upholstery and the Residential
casegoods segments is in the manufacturing area. In general, upholstery
manufacturing requires lower capital expenditures per dollar of sales than
casegoods but higher labor costs. Equipment needs and manufacturing processes
are different in many key areas and product costs reflect these significant
differences. Residential upholstery typically uses plywood or other "frame" (not
exposed) wood which requires less detailing and uses some different
manufacturing methods than casegoods wood processing. Residential casegoods
requires more extensive automated equipment for drying, processing, cutting,
sanding and finishing exposed hardwood and veneer products.
33
Wood and related wood processing costs for upholstery (or total frame costs) are
a much smaller percentage of total unit costs in upholstery than casegoods.
Residential upholstery's largest costs are related to the purchased cost of
fabric (or leather, vinyl, etc.), cutting fabric, sewing the fabric and
upholstering the fabric and other materials to the frame; whereas Residential
casegoods manufacturing typically has none of these costs or processes.
Residential upholstery also extensively uses filler materials such as
polyurethane foam for cushioning and appearance whereas Residential casegoods
manufacturing typically has none of these costs or processes. Also, in "motion"
upholstery products, which are a large portion of La-Z-Boy's total Residential
upholstery sales, there are metal mechanism processes and costs vs. none in
casegoods.
The Contract segment is comprised of operating divisions that primarily
manufacture and sell to hospitality, business, government, healthcare and
assisted living facilities. The operating divisions included in the Contract
segment are American of Martinsville and La-Z-Boy Contract Furniture Group. The
primary difference between the Residential segments and the Contract segment is
in the customers which they service. Contract is a newly reported segment. Prior
years have been restated for comparability purposes.
The Company has other immaterial operating divisions which are reviewed for
performance by management including logistics operations, financing, retail and
other operations. These divisions are not included in the sales disclosed. The
logistics operations are included in operating profit. The other divisions are
included in other income. The Company's unallocated assets include trade names,
goodwill and various other assets.
The Company's largest customer is less than 5% of consolidated sales.
The accounting policies of the operating segments are the same as those
described in Note 1. Segment operating profit is based on profit or loss from
operations before interest income and expense, other income and income taxes.
Certain corporate costs are allocated to the segments based on revenues and
identifiable assets. Identifiable assets are cash and cash equivalents, notes
and accounts receivable, FIFO inventories and net property, plant and equipment.
Segment information used to evaluate segments is as follows (for the fiscal
years ended):
(Amounts in thousands) 4/29/00 4/24/99 4/25/98
- --------------------------------------------------------------------------
Net sales
Residential upholstery........... $1,291,169 $1,015,162 $850,495
Residential casegoods............ 315,519 198,969 186,968
Contract......................... 110,732 73,514 70,575
---------- ---------- ---------
Consolidated.................... 1,717,420 1,287,645 1,108,038
========== ========== =========
Operating profit
Residential upholstery........... 124,124 99,542 70,462
Residential casegoods............ 23,165 11,787 7,425
Contract......................... 4,592 (609) 939
Unallocated corporate costs......
and other....................... (7,581) (3,881) (1,623)
---------- ---------- ---------
Consolidated.................... 144,300 106,839 77,203
========== ========== =========
Depreciation and amortization
Residential upholstery........... 17,367 13,995 12,196
Residential casegoods............ 5,039 3,806 3,992
Contract......................... 2,025 1,376 1,218
Corporate eliminations & other... 5,911 2,904 3,615
---------- ---------- ---------
Consolidated.................... 30,342 22,081 21,021
========== ========== =========
Capital expenditures
Residential upholstery........... 28,376 19,388 16,556
Residential casegoods............ 4,989 4,248 3,420
Contract......................... 2,393 1,412 2,040
Corporate eliminations & other... 2,210 268
---------- ---------- ---------
Consolidated.................... 37,968 25,316 22,016
========== ========== =========
Assets
Residential upholstery........... 530,321 399,803 363,160
Residential casegoods............ 262,449 97,804 94,019
Contract......................... 102,564 30,800 30,658
Corporate eliminations & other... (5,370) 15,848 15,601
Unallocated assets............... 328,333 85,537 76,913
---------- ---------- ---------
Consolidated.................... $1,218,297 $629,792 $580,351
========== ========== =========
Sales by country
United States.................... 94% 93% 94%
Canada and other................. 6% 7% 6%
--- --- ---
100% 100% 100%
=== === ===
34
Management's Discussion and Analysis
Management's Discussion and Analysis, should be read in conjunction with
the Report of Management Responsibilities, the Report of Independent
Accountants, the Consolidated Financial Statements and related Notes.
La-Z-Boy is one of the three largest furniture manufacturers in the U.S.,
the largest reclining-chair manufacturer in the world and North America's
largest manufacturer of upholstered furniture. There is about a $1 billion drop
off in annual sales between the three largest furniture manufacturers and the
next largest furniture manufacturer.
During fiscal year 2000, the Company completed the following acquisitions:
Bauhaus USA, Inc., effective June 1, 1999, Alexvale Furniture, Inc., effective
December 28, 1999 and LADD Furniture, Inc., effective January 29, 2000. All
three acquisitions have been accounted for using the purchase method of
accounting and are included in the Company's results of operations beginning
immediately following the respective acquisition dates.
Fiscal year 2000 (FY00 or 2000) contained 53 weeks compared to 52 weeks in
fiscal year 1999 (FY99 or 1999).
Analysis of Operations
Year Ended April 29, 2000
(2000 compared with 1999)
Income Statement Analysis
FY00
over
(under) Percent of Sales
FY99 4/29/00 4/24/99
------------------------------------------------------------------
Sales.................................. 33% 100.0% 100.0%
Cost of sales.......................... 36% 74.8% 73.5%
--- ----- -----
Gross profit........................... 27% 25.2% 26.5%
Selling, general and administrative.... 23% 16.8% 18.2%
--- ----- -----
Operating profit....................... 35% 8.4% 8.3%
Interest expense....................... 117% 0.6% 0.3%
Interest income........................ (9%) 0.1% 0.1%
Other income........................... 39% 0.3% 0.2%
--- ----- -----
Pretax income.......................... 31% 8.2% 8.3%
Income tax expense*.................... 28% 37.6% 38.3%
--- ----- -----
Net income........................... 32% 5.1% 5.1%
=== ===== =====
Diluted earnings per share........... 29%
Dividends per share.................. 3%
* As a percent of pretax income.
Segment Analysis
FY00
over
(under) Percent of Total
Net Revenues FY99 4/29/00 4/24/99
-------------------------------------------------------
Residential upholstery......... 27% 75.2% 78.8%
Residential casegoods.......... 59% 18.4% 15.5%
Contract....................... 51% 6.4% 5.7%
-- ----- -----
Consolidated................. 33% 100.0% 100.0%
== ===== =====
FY00
over
(under) Percent of Sales
Operating Profit FY99 4/29/00 4/24/99
---------------------------------------------------------------
Residential upholstery................ 25% 9.6% 9.8%
Residential casegoods................. 97% 7.3% 5.9%
Contract.............................. N/A 4.1% (0.8%)
Unallocated corporate costs and other. 95% N/A N/A
--- --- ---
Consolidated........................ 35% 8.4% 8.3%
=== === ===
Year 2000 sales of $1.7 billion were 33% greater than 1999. Most of the
sales dollar growth was due to acquisitions. Internal growth of existing
operations was 9%. And a small part of the sales increase was due to an extra
week in 2000 compared to 1999. Selling price increases per unit were small, and
there were no significant sales mix shifts to higher or lower priced products.
No major new product lines were introduced in 2000 although new styles and new
collections of styles did occur across all divisions throughout the year. New
fabrics were added to replace slower moving fabrics throughout the year, but the
total number of fabrics was not significantly increased or decreased. No major
new dealers were added in 2000, and no significant dealers were dropped.
Although current year acquisitions impacted the sales growth of all three
industry segments, the Residential casegoods and Contract segments realized the
biggest increase over the prior year due to the mix of acquired companies. Both
Bauhaus and Alexvale are included in the Residential upholstery segment, while
LADD (the largest of the three acquisitions) is primarily included in the
Residential casegoods and Contract segments.
Gross profit margin (gross profit dollars as a percent of sales dollars)
decreased to 25.2% in 2000 from 26.5% in 1999. The primary cause of the gross
margin decline was a below average gross margin realized by businesses acquired
during the year.
35
Also contributing to the gross margin decline were higher labor and overhead
costs. These costs were associated with improving plant floor layouts, employee
training costs incurred in acquiring additional employees to support the 9%
internal growth rate and retaining labor in a low unemployment environment.
Labor wage rates rose moderately and material costs were somewhat higher than
expected as increased costs for plywood, cardboard packaging and steel were only
partially offset by decreased costs for leather.
Selling, general and administrative expense (S,G&A expense) decreased to
16.8% of sales in 2000 from 18.2% in 1999. Bonus related expense was
significantly lower in fiscal 2000 as compared to fiscal 1999 as were bad debts
and information technology expenses.
Consolidated operating profit margin improved to 8.4% in 2000 compared to
8.3% in 1999. Operating profit margin remained relatively unchanged in the
Residential upholstery segment at 9.6% in 2000 compared to 9.8% in 1999.
Operating profit as a percent of sales in the Residential casegoods segment
improved to 7.3% in 2000 from 5.9% in 1999. Operating profit as a percent of
sales in the Contract segment improved to 4.1% in 2000 from (0.8%) in 1999.
Interest expense as a percent of sales increased 117% over the past year
due to financing obtained in the first quarter for the acquisition of Bauhaus
and in the fourth quarter to the refinancing of LADD's long term debt
obligations.
Income tax expense as a percent of pretax income of 37.6% in 2000 is down
from 38.3% in 1999 primarily due to improved performance of a non-U.S. operation
which allowed for the utilization of tax loss carryforwards. This was partially
offset by an increase in goodwill amortization.
Analysis of Operations
Year Ended April 24, 1999
(1999 compared with 1998)
The 1999 sales of $1.3 billion were 16% greater than 1998. About 80% of the
increase was due to internal growth of existing divisions and the remainder was
due to acquisitions. La-Z-Boy believes that its 1999 internal growth rate of
about 13% exceeded the U.S. industry average for comparable time periods.
Selling price increases per unit were small, but a product mix that favored
higher priced products did yield a favorable impact of approximately 3-4%. The
Company did not introduce new product lines in 1999 but did introduce new styles
and new collections of styles across all divisions throughout the year. Of
particular note was the joint introduction of the Thomas Kinkade Home
Furnishings Collection by the La-Z-Boy Residential and Kincaid divisions. In
addition, new fabrics were added (replacing slower moving fabrics) throughout
the year. No major new dealers were added in 1999 and no significant dealers
were dropped.
Gross profit margin increased to 26.5% in 1999 from 25.5% in 1998. An
approximate 11% increase in unit volume had a favorable impact on the gross
margin percentage by enabling absorption of fixed manufacturing costs more
efficiently than in the prior year. The absence of hardwood and plywood supply
chain disruptions and casegood manufacturing plant consolidations also favorably
affected the gross profit margin percentage. Currency exchange impacts
associated with inventory movements between supply center plants and Residential
division plants in the U.S. to a Residential division plant in Canada had a
negative impact on the gross profit margin percentage. As in 1998, labor wage
rates rose moderately and purchased material prices were generally flat as
decreased prices for cardboard, batting and polyurethane foam were offset by
increased prices for other materials.
S,G&A expense decreased to 18.2% of sales in 1999 from 18.5% in 1998. Bonus
related expense was significantly higher in 1999 as compared to 1998 in addition
to increased information technology expenses. The increase in information
technology expenses was mainly due to year 2000 related issues. However, these
increases were more than offset by selling and advertising expenses being lower
as a percent of sales in fiscal 1999.
Liquidity and Financial Condition
Cash flows from operations amounted to $58 million in 2000, $82 million in
1999 and $55 million in 1998 and have been adequate for day-to-day expenditures,
dividends to shareholders and capital expenditures. Capital expenditures,
dividends and stock repurchases totaled approximately $86.5 million in 2000,
$72.2 million in 1999 and $53.4 million in 1998.
Total FIFO inventory increased 112% over the prior year with raw materials
increasing 93%, work-in-process increasing 70%, and finished goods increasing
182% due primarily to current year acquisitions. Excluding the impact of those
acquisitions, total FIFO inventory increased 5% with raw materials decreasing
9%, work-in-process increasing 13%, and finished goods increasing 14%.
Goodwill increased $74 million or 148% over the prior year due to the
acquisitions.
Trade names valued at $135 million were a result of the LADD acquisition.
External independent appraisals were used to assign values to the various LADD
trade names in accordance with the purchase method of accounting.
The Company had unused lines of credit and commitments of $105 million
under several credit arrangements as of April 29, 2000. To finance the
acquisition of Bauhaus on June 1, 1999, the Company borrowed $57 million, which
was replaced on December 29, 1999 by a borrowing under its $75 million unsecured
revolving credit line. The Alexvale acquisition required approximately $2.2
million for the cash portion of the transaction, which was paid with
36
cash flow from operations. On January 31, 2000, the Company opened an unsecured
$150 million bridge loan and used this bridge loan to pay off LADD's debt. On
May 12, 2000, the Company replaced borrowings under the $75 million unsecured
revolving credit line and the bridge loan with a new five-year unsecured $300
million credit agreement, arranged by Wachovia Bank and syndicated through a
total of eleven banks. The borrowing rate under the new credit agreement can
range from LIBOR plus 0.475% to LIBOR plus 0.925% based on the Company's
consolidated debt to capital ratio and utilization under the agreement.
The La-Z-Boy Board of Directors has authorized the repurchase of Company
stock. Shares acquired in 2000, 1999 and 1998 totaled 1,706,000, 1,643,000 and
1,253,000, respectively. As of April 29, 2000, 2,820,000 shares were available
for repurchase.
The financial strength of the Company is reflected in two commonly used
ratios, the current ratio (current assets divided by current liabilities) and
the debt-to-capital ratio (total debt divided by shareholders' equity plus total
debt). The current ratio at the end of 2000 and 1999 was 2.9:1 and 3.2:1,
respectively. The debt to capital ratio was 26.6% at the end of 2000 and 13.6%
at the end of 1999.
Continuing environmental compliance with existing federal, state and local
statutes dealing with protection of the environment is not expected to have a
material effect upon the Company's capital expenditures, earnings, competitive
position or liquidity. The Company will continue its program of conducting
voluntary compliance audits at its facilities. The Company has also taken steps
to assure compliance with provisions of Titles III and V of the 1990 Clean Air
Act Amendments.
Outlook
Statements in this Outlook section are forward looking within the meaning
of the Private Securities Litigation Reform Act of 1995. As conditions change in
the future, actual results may not match these expectations. In particular,
sales and profits can be materially impacted in any quarter by changes in
interest rates or changes in consumer confidence/demand.
La-Z-Boy's fiscal year ending April 28, 2001 will include 52 weeks compared
to fiscal year 2000 which included 53 weeks. This is approximately a 2% decrease
in the length of the year which will affect sales and other financial
comparisons from year to year.
One of La-Z-Boy's financial goals is to increase the sales of existing
operations at a rate faster than that of the overall furniture industry. This
sales goal has been one of La-Z-Boy's goals for many years. In the past 10 - 15
years, La-Z-Boy has met its sales goal (exceeded industry sales growth rates)
90% or more of the time. For 2000, La-Z-Boy's reported sales increased 33% from
1999. On a comparable basis adjusting for acquisitions and an additional week in
2000, existing operations sales increased 9%, which the Company believes was
better than the industry average.
Given recent interest rate increases and other macroeconomic projections,
La-Z-Boy expects the U.S. furniture industry growth rate to be less in FY01 than
FY00.
The number of independently owned and operated "proprietary" stores or
galleries is expected to continue to increase. "Proprietary" stores or galleries
are those that have an agreement to sell products from one of La-Z-Boy's
divisions or a company that La-Z-Boy approves. La-Z-Boy divisions in each of its
business segments have proprietary distribution, which means square feet of
selling space totally dedicated to La-Z-Boy Incorporated products. Proprietary
stores can be freestanding buildings, buildings attached to one another or
square footage (typically galleries) within an existing retail store. Continued
growth in the number of proprietary stores or galleries is a reason why La-Z-Boy
believes it can continue to exceed industry average sales growth rates. Also, a
continuation of the growth in average sales per square foot of proprietary
stores or galleries is another reason why La-Z-Boy believes it can continue to
exceed industry average sales growth rates.
At both the retail level and the manufacturing level, La-Z-Boy believes
that the U.S. furniture industry has been consolidating and that it will
continue to consolidate. Smaller retailers and financially weaker retailers are
finding it more and more difficult to stay in business. Progress in
manufacturing technologies, processes and designs combined with economies of
scale continually puts additional competitive pressures on smaller
manufacturers. Furniture retailers and manufacturers continuing to exit the
industry is another reason why La-Z-Boy believes it can continue to exceed
industry average sales growth rates.
In 2000, La-Z-Boy added many new divisions to its family of furniture
companies. The acquisition of LADD added over five divisions. Bauhaus and
Alexvale were acquired as well. Over $800 million of 2001 sales is expected to
come from these companies that were not part of La-Z-Boy prior to 2000. Many of
these sales will be to dealers that prior La-Z-Boy divisions have not done
business with in the past. Similarly, many of the dealers that La-Z-Boy has
37
done business with are not doing business with LADD companies, Bauhaus or
Alexvale. La-Z-Boy believes that opportunities to leverage positive dealer
relationships across its new and existing divisions is also a reason why it can
achieve sales growth rates faster than the rest of the industry.
La-Z-Boy has no specific financial goal to grow its sales through mergers
or acquisitions. The Company's general acquisition approach is opportunistic.
LADD companies have changed La-Z-Boy's sales mix by segment and are
expected to continue to change the mix measurably in 2001. The mix is expected
to shift more towards Residential casegoods and Contract and away from
Residential upholstery. Roughly, Residential casegoods is expected to change
from 18.4% today to 25% in FY01; Contract from 6.4% to 11% and Residential
upholstery from 75.2% to 64%.
Although not considered a formal segment for reporting purposes, there has
been a rise in imports of finished or mostly finished manufactured products.
These products are directly resold or minimally assembled then resold. Sales of
these finished goods imports are under 5% of consolidated sales but are growing
at a faster rate than most other sales categories and they are expected to
continue to grow faster in the future. Most of these imports come from the Far
East.
La-Z-Boy's second financial goal is to continually improve its operating
profit margin, with a goal in the future of 10.0%. Operating margins (operating
profit divided by sales) have improved from 7.0% in 1998 to 8.3% in 1999 to 8.4%
in 2000. For 2001; however, operating margins are expected to decrease primarily
due to the recent acquisition of LADD. LADD has greatly improved its operating
margin over the last five years from an operating loss condition. LADD had a
5.2% margin in its 1998 calendar year and a 5.5% margin in its nine months ended
October 1999. Even though LADD's margins are expected to continue to improve, it
is expected to take more than one year before consolidated operating margins
exceed the 8.4% level achieved in 2000. Increased sales volume should help
improve operating margins. Outsourcing components to lower cost suppliers
outside of the U.S. and Canada is another way La-Z-Boy can improve
profitability. Outsourcing components is a trend for La-Z-Boy that is
accelerating and this trend is generally being seen throughout the U.S.
furniture industry. Capital expenditures are expected to be about $55 million in
2001 compared to $38 million in 2000 and are expected to improve labor
productivity and profitability. Improving total labor productivity is a key
initiative for the future because of continuing expected challenges in hiring
and retaining employees in a low unemployment environment.
New machinery and plant process improvements are planned across all
divisions mostly for quality and productivity purposes as opposed to the need to
increase capacity. Operating margins also benefit from investments in machinery
and other productivity enhancements.
The expected slowing in industry sales growth in FY01 should ease pressures
and reduce costs associated with hiring and training new employees. Corporate
overhead costs in accounting, audit, investor relations, tax and other areas are
expected to improve as a percent of sales due to combining similar LADD
corporate functions with La-Z-Boy.
A third financial goal is to continually improve return on capital, with a
goal in the future of 25%. This 25% goal was raised from last year's 20% level.
Return is defined as operating profit + interest income + other income. Capital
is defined as beginning-of-year shareholders' equity + debt + capital leases +
net deferred taxes. Return on capital improved from 20.5% in 1998 to 24.8% in
1999 to 32.2% in 2000. However, return on capital is expected to decline below
25% in 2001 primarily due to the acquisition of LADD, which had a return on
capital of 11.0% in its 1998 calendar year. It is expected that it will take
more than one year before consolidated return on capital will exceed the 25%
goal. La-Z-Boy enhances shareholder value and reduces capital employed through
stock repurchases, dividends and debt reductions. The Company expects to meet
its cash needs for capital expenditures, stock repurchases and dividends in
FY2001 from cash generated by operations and borrowings under available lines of
credit.
Amortization expense associated with goodwill and trade names is expected
to increase in fiscal year 2001 versus fiscal 2000 due to acquisitions. Goodwill
amortization is not deductible for tax accounting expense purposes; however,
trade name amortization is deductible. For actual tax payment purposes neither
amortization is deductible.
The Company plans to be in the market to repurchase shares as its stock
price changes and other financial opportunities arise.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." As amended, this
new standard is effective for fiscal years beginning after June 15, 2000, which
will be effective for the Company's fiscal year 2002. SFAS No. 133 requires a
company to recognize all derivative instruments as assets or liabilities in its
balance sheet and measure them at fair value. The Company has not yet determined
the impact on its financial position or results of operation of implementing
SFAS No. 133.
38
Consolidated Six Year Summary of Selected Financial Data
(Dollar amounts in thousands, 2000 1999 1998 1997 1996 1995
except per share data) Fiscal year ended (53 weeks) (52 weeks) (52 weeks) (52 weeks) (52 weeks) (52 weeks)
- -------------------------------------------------------------------------------------------------------------------------------
Sales ...................................... $1,717,420 $1,287,645 $1,108,038 $1,005,825 $ 947,263 $ 850,271
Cost of sales .............................. 1,284,158 946,731 825,312 744,662 705,379 629,222
---------- ---------- ---------- ---------- ---------- ----------
Gross profit ........................... 433,262 340,914 282,726 261,163 241,884 221,049
Selling, general and
administrative ......................... 288,962 234,075 205,523 187,230 174,376 158,551
---------- ---------- ---------- ---------- ---------- ----------
Operating profit ....................... 144,300 106,839 77,203 73,933 67,508 62,498
Interest expense ........................... 9,655 4,440 4,157 4,376 5,306 3,334
Interest income ............................ 1,976 2,181 2,021 1,770 1,975 1,628
Other income ............................... 3,692 2,658 4,207 2,508 2,023 1,229
---------- ---------- ---------- ---------- ---------- ----------
Pretax income .......................... 140,313 107,238 79,274 73,835 66,200 62,021
Income tax expense ......................... 52,699 41,096 29,354 28,538 26,947 25,719
---------- ---------- ---------- ---------- ---------- ----------
Net income ............................. $ 87,614 $ 66,142 $ 49,920 $ 45,297 $ 39,253 $ 36,302
========== ========== ========== ========== ========== ==========
Diluted weighted average shares
outstanding (`000s) ** ................. 54,860 53,148 53,821 54,575 55,596 54,303
Diluted net income per share** ............. $ 1.60 $ 1.24 $ 0.93 $ 0.83 $ 0.71 $ 0.67
Book value on year end shares
outstanding** .......................... $ 10.81 $ 7.93 $ 7.25 $ 6.69 $ 6.23 $ 5.81
Return on average
shareholders' equity ................... 16.3% 16.5% 13.4% 12.9% 11.8% 12.2%*
Gross profit as a percent
of sales ............................... 25.2% 26.5% 25.5% 26.0% 25.5% 26.0%
Operating profit as a percent
of sales ............................... 8.4% 8.3% 7.0% 7.4% 7.1% 7.4%
Earnings before interest, tax, depreciation,
and amortization as a percent of sales . 10.4% 10.2% 9.2% 9.6% 9.5% 9.3%
Operating profit, interest income
and other income as a percent
of beginning-of-year capital ........... 32.2% 24.8% 20.5% 19.6% 18.1% 19.3%
Income tax expense as a
percent of pretax income ............... 37.6% 38.3% 37.0% 38.7% 40.7% 41.5%
Net income as a percent
of sales ............................... 5.1% 5.1% 4.5% 4.5% 4.1% 4.3%
- -------------------------------------------------------------------------------------------------------------------------------
Depreciation and amortization .............. $ 30,342 $ 22,081 $ 21,021 $ 20,382 $ 20,147 $ 15,156
Capital expenditures ....................... $ 37,968 $ 25,316 $ 22,016 $ 17,778 $ 18,168 $ 18,980
Property, plant and equip. (net)............ $ 227,883 $ 125,989 $ 121,762 $ 114,658 $ 116,199 $ 117,175
- -------------------------------------------------------------------------------------------------------------------------------
Working capital ............................ $ 455,363 $ 293,160 $ 274,739 $ 245,106 $ 240,583 $ 237,280
Current ratio .............................. 2.9 to 1 3.2 to 1 3.5 to 1 3.5 to 1 3.5 to 1 3.7 to 1
Total assets ............................... $1,218,297 $ 629,792 $ 580,351 $ 528,407 $ 517,546 $ 503,818
- -------------------------------------------------------------------------------------------------------------------------------
Debt and capital leases .................... $ 249,670 $ 65,473 $ 73,458 $ 61,279 $ 69,033 $ 83,201
Shareholders' equity ....................... $ 663,092 $ 414,915 $ 388,209 $ 359,338 $ 343,376 $ 323,640
Ending capital ............................. $ 940,668 $ 466,057 $ 450,466 $ 405,996 $ 399,801 $ 395,209
Ratio of debt to equity .................... 37.7% 15.8% 18.9% 17.1% 20.1% 25.7%
Ratio of debt to capital ................... 26.5% 14.0% 16.3% 15.1% 17.3% 21.1%
- -------------------------------------------------------------------------------------------------------------------------------
Shareholders ............................... 22,344 16,329 13,592 12,729 12,293 12,665
Employees .................................. 21,597 12,796 12,155 11,236 10,733 11,149
- -------------------------------------------------------------------------------------------------------------------------------
* April 1995 shareholders' equity used in this calculation excludes $18,004
relating to stock issued on the last day of the fiscal year for the
acquisition of an operating division.
** Restated to reflect the September, 1998 three-for-one stock split, in the
form of a 200% stock dividend.
39
Unaudited Quarterly Financial Information
(Amounts in thousands,
except per share data) Fiscal year
Quarter ended 7/24/99 10/23/99 1/22/00 4/29/00 2000
- --------------------------------------------------------------------------------------------------
Sales.......................... $321,659 $387,736 $376,872 $631,153 $1,717,420
Cost of sales.................. 241,026 286,520 281,358 475,254 1,284,158
-------- -------- -------- -------- ----------
Gross profit.................. 80,633 101,216 95,514 155,899 433,262
Selling, general and
administrative................ 58,976 62,920 62,226 104,840 288,962
-------- -------- -------- -------- ----------
Operating profit.............. 21,657 38,296 33,288 51,059 144,300
Interest expense............... 1,439 1,866 2,128 4,222 9,655
Interest income................ 596 610 320 450 1,976
Other income................... 781 927 1,317 667 3,692
-------- -------- -------- -------- ----------
Pretax income................. 21,595 37,967 32,797 47,954 140,313
Income tax expense............. 8,302 14,697 11,460 18,240 52,699
-------- -------- -------- -------- ----------
Net income................. $13,293 $23,270 $21,337 $29,714 $87,614
======== ======== ======== ======== ==========
Diluted EPS............... $0.25 $0.44 $0.41 $0.49 $1.60
======== ======== ======== ======== ==========
Fiscal year
Quarter ended 7/25/98 10/24/98 1/23/99 4/24/99 1999
- --------------------------------------------------------------------------------------------------
Sales.......................... $268,880 $334,831 $318,105 $365,829 $1,287,645
Cost of sales.................. 205,431 245,062 230,923 265,315 946,731
-------- -------- -------- -------- ----------
Gross profit.................. 63,449 89,769 87,182 100,514 340,914
Selling, general and
administrative................ 51,288 59,510 58,758 64,519 234,075
-------- -------- -------- -------- ----------
Operating profit.............. 12,161 30,259 28,424 35,995 106,839
Interest expense............... 1,187 1,164 1,110 979 4,440
Interest income................ 577 471 430 703 2,181
Other income................... 355 865 962 476 2,658
-------- -------- -------- -------- ----------
Pretax income................. 11,906 30,431 28,706 36,195 107,238
Income tax expense............. 4,722 11,984 10,978 13,412 41,096
-------- -------- -------- -------- ----------
Net income................. $7,184 $18,447 $17,728 $22,783 $66,142
======== ======== ======== ======== ==========
Diluted EPS................... $0.13 $0.35 $0.34 $0.43 $1.24
======== ======== ======== ======== ==========
40
Dividend and Market Information
Fiscal 2000 Divi- Market price Fiscal 1999 Divi- Market price
quarter dends ------------------------------- quarter dends ------------------------------
ended paid High Low Close ended paid High Low Close
------------------------------------------------------------------------------------------------------
July 24 $0.08 $24 7/16 $19 3/8 $23 13/16 July 25 $0.07 $19 11/24 $16 1/3 $17 23/24
Oct. 23 0.08 24 7/16 17 15/16 17 15/16 Oct. 24 0.08 22 1/2 15 5/8 18 1/2
Jan. 22 0.08 20 3/8 15 15 Jan. 23 0.08 20 7/16 15 1/4 16 15/16
April 29 0.08 $17 13/16 $13 11/16 $15 11/16 April 24 0.08 $22 1/4 $17 $19
----- -----
$0.32 $0.31
===== =====
Dividend Market price
Fiscal Dividends Dividend payout ------------------------------ Market value P/E ratio
year paid yield ratio High Low Close (in millions) High Low
---------------------------------------------------------------------------------------------------
2000 $0.32 2.0% 19.9% $24 7/16 $13 11/16 $15 11/16 $962 $15 $10
1999 0.31 1.6% 24.8% 22 1/2 15 1/4 19 994 18 12
1998 0.28 1.6% 30.1% 17 5/6 10 7/12 17 5/6 955 19 11
1997 0.26 2.4% 31.2% 12 7/24 9 5/12 10 3/4 578 15 11
1996 0.25 2.5% 34.9% 11 1/4 8 13/24 10 1/24 554 16 12
1995 $0.23 2.5% 33.8% $11 1/4 $8 11/24 $9 $501 $17 $13
La-Z-Boy Incorporated common shares are traded on the NYSE and PCX (symbol
LZB).
Various data has been restated to reflect the September, 1998 three-for-one
stock split.
Investor Information
Corporate Headquarters Stock Exchange
La-Z-Boy Incorporated Shares of La-Z-Boy Incorporated common
1284 North Telegraph Road stock are traded on the New York Stock
Monroe, MI 48162-3390 Exchange and the Pacific Stock Exchange
(734)242-1444 under the symbol LZB.
Dividend Reinvestment Plan Shareholder Services
A brochure is available on the La-Z-Boy Dividend Inquiries regarding the Dividend Reinvestment
Reinvestment Plan. It explains how shareholders Plan, dividend payments, stock transfer requirements,
may increase their investment in the stock of the address changes and account consolidations
Company without the cost of fees or service should be addressed to our stock transfer
charges. Write to Investor Relations. agent and registrar:
Investor Relations and American Stock Transfer & Trust Company
Financial Reports 40 Wall Street, 46th Floor
Security analysts, shareholders and investors New York, NY 10005
may request information (quarterly or annual (212)936-5100
reports, 10-K's, etc.) from: (800)937-9449
Investor Relations Internet
La-Z-Boy Incorporated Visit La-Z-Boy on the internet at www.lazboy.com
1284 North Telegraph Road
Monroe, MI 48162-3390
(734)241-4414
investorrelations@la-z-boy.com
41
Exhibit (21)
LA-Z-BOY INCORPORATED
LIST OF SUBSIDIARIES
Subsidiary Jurisdiction of
Incorporation
La-Z-Boy Canada, Ltd. Ontario, Canada
Kincaid Furniture Company, Incorporated Delaware
La-Z-Boy Export, Ltd. Barbados
LZB Finance, Inc. Michigan
England/Corsair, Inc. Michigan
LZB Properties, Inc. Michigan
LZB Florida Realty, Inc. Michigan
Centurion Furniture, plc United Kingdom
Distincion Muebles, Sa de C.V. Mexico
Sam Moore Furniture Industries, Inc. Virginia
La-Z-Boy Logistics, Inc. Michigan
Bauhaus U.S.A., Inc. Mississippi
Alexvale Furniture, Inc. North Carolina
LADD Furniture, Inc. North Carolina
American Furniture Company, Incorporated Virginia
Clayton-Marcus Company, Inc. North Carolina
LADD Contract Sales Corporation North Carolina
Pennsylvania House, Inc. North Carolina
Pilliod Furniture, Inc. North Carolina
LADD Transportation, Inc. North Carolina
42
LFI Capital Management, Inc. Delaware
Redd Level, Ltd. Delaware
LADD International Sales Corporation Barbados
LZB Thailand, Ltd. Thailand
All other subsidiaries, when considered in the aggregate as a single subsidiary,
would not constitute a significant subsidiary and therefore have been omitted
from this exhibit.
43
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-34155, 333-34157, 33-8997, 333-03097, 33-54743
and 333-95651) of La-Z-Boy Incorporated of our report dated May 31, 2000
relating to the financial statements, which appears in the Annual Report to
Shareholders, which is incorporated in this Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report dated May 31, 2000
relating to the financial statement schedule, which appears in this Form 10-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toledo, Ohio
July 28, 2000
44